“Buyer” shall refer to the buyer, any person acting on behalf of and with the authority of the Buyer, or any person purchasing Goods from us.
“Goods” shall refer to any Goods delivered by Isle of Eden (as more fully described in any invoice or other sales record issued by Isle of Eden) to you or your agent, including freight and handling charges incurred in doing so all of which form part of these terms and conditions.
“Isle of Eden” shall refer to Isle of Eden Limited, or any agents or employees thereof.
“Price” shall refer to the cost of the Goods, and includes all disbursements.
Once an order has been submitted by the Buyer, the Buyer is contractually committed to carry out the sale at the agreed price unless otherwise agreed to in writing by both parties.
2.1 Payment is due 30 days from receiving invoice, unless otherwise agreed to in writing by both parties. Isle of Eden Ltd. will accept payment by cheque or direct bank transfer.
2.2 A 2.5% monthly late charge will be levied on overdue account balances. If at 60 days the debt remains unpaid Isle of Eden Ltd has the right to charge an administration fee at 10%, this is a recurring monthly fee thereafter.
2.3 Collection costs will be added to the debt in the event that the debt is not paid by the due date and all costs incurred in the recovery of the debt are payable by the debtor (person, company, partnership, trust, organisation or any other entity that owes a debt to Isle of Eden Ltd).
2.4 Should litigation ensue the costs of solicitors are payable by the debtor.
2.5 Payments for sales within New Zealand will be made in New Zealand dollars.
3. Payment for new buyers
New Buyers must complete an Account Application form as supplied by Isle of Eden Ltd. A 50% deposit must be received by Isle of Eden Ltd before the goods are delivered. The remainder of the payment will be due 14 days from invoice.
4. Ordering procedure
An Isle of Eden Ltd Account Application Form must be correctly filled out, signed by the Buyer and approved by Isle of Eden Ltd. Once the Account Application Form has been approved by Isle of Eden Ltd the Buyer can proceed with placing an order and is legally bound to the agreements therein including these Terms and Conditions of Sale.
After the placement of an order Isle of Eden Ltd will provide the Buyer with a Sales Confirmation. Once a Sales Confirmation has been issued, the Buyer is legally bound to the order and any agreements therein including these terms and conditions.
5. Retention of title
Title to the goods shall remain vested in Isle of Eden Ltd and shall not pass to the Buyer until the purchase price for the goods has been paid in full and received by Isle of Eden Ltd. Until title to the goods passes:
- a) Isle of Eden Ltd shall have authority to retake, sell or otherwise deal with and/or dispose of all or any part of the goods;
- b) Isle of Eden Ltd and its agents and employees shall be entitled at any time and without the need to give notice enter upon any property upon which the goods or any part are stored, or upon which Isle of Eden Ltd reasonably believes them to be kept;
- c) The Buyer shall store or mark the goods in a manner reasonably satisfactory to Isle of Eden Ltd indicating that title to the goods remains vested in Isle of Eden Ltd;
- d) Irrespective of whether title to the goods remains vested in Isle of Eden Ltd, risk in the goods shall pass to the Buyer upon delivery. The Buyer shall insure the goods to their full replacement value.
6. Shipping terms
Goods are delivered within New Zealand by courier. Freight is covered by The Buyer and the courier charge will be specified on the invoice.
GST is not included in the price and will be invoiced additionally to the agreed price.
8.1 Force majeure
No Party shall be liable for any failure to perform its obligations where such failure is as a result of Acts of Nature (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalisation, government sanction, blockage, embargo, labour dispute, strike, lockout or interruption or failure of electricity or [telephone service], and no other Party will have a right to terminate this agreement in such circumstances. Any Party asserting Force Majeure as an excuse shall have the burden of proving that reasonable steps were taken (under the circumstances) to minimise delay or damages caused by foreseeable events, that all non-excused obligations were substantially fulfilled, and that the other Party was timely notified of the likelihood or actual occurrence which would justify such an assertion, so that other prudent precautions could be contemplated.
8.2 Delivery date shown on the ‘Sales Confirmation’ form is an estimate only and Isle of Eden Ltd will use all reasonable endeavours to delivery by such date.
9.1 Isle of Eden Ltd may cancel this contract at any time by giving written notice. Isle of Eden Ltd shall not be liable to any loss or damage whatsoever arising from such cancellation.
9.2 Cancellation or alteration to the order by the Buyer after the order close off date as stated on the order form may be subject to a cancellation fee representing 50% of the value of the cancelled order at the discretion of Isle of Eden Ltd.
9.3 Cancellation of any order by the Buyer must be submitted in writing. Isle of Eden Ltd has no obligation to accept cancellation of any part of the order once the order has been submitted by the Buyer. Decisions regarding the acceptance of any part of the order are at the discretion of Isle of Eden Ltd.
10. Risk of loss
Once the goods have been delivered and signed by the Buyer all risk of loss is the responsibility of the Buyer.
11. Inspection of goods on receipt
Unless the Buyer has inspected the goods and given written notice to Isle of Eden Ltd within seven (7) days after delivery that the goods do not comply with the relevant specifications or descriptions, the goods are deemed to have been accepted in good order and condition.
12. Return of goods
No returns will be accepted unless Isle of Eden Ltd has previously agreed in writing. If Isle of Eden Ltd agrees to the return of Goods, they must be unopened, undamaged and in a re-saleable condition (or Buyer pays for all costs of replacement or repair) and delivered free to Isle of Eden Ltd premises unless otherwise agreed by Isle of Eden Ltd in writing.
At times, goods will not be produced, or will be produced but not be up to the quality expected by Isle of Eden Ltd. While every attempt will be made to avoid non-delivery, if such a situation arises, non-delivery of goods will be accepted by the Buyer and Isle of Eden Ltd will accept no liability for resulting losses to the Buyer. The Buyer will not be invoiced for non-delivered goods.
Isle of Eden Ltd will insure the goods up until delivery to the Buyers specified location. Thereafter, the goods are the responsibility of the Buyer.
15.1 Isle of Eden Ltd warrants that the goods delivered meet the Buyers specifications as stated on the ‘Order Form’, or email. Once delivered the Buyer assumes all risk and liability resulting from use of the goods.
15.2 If any fault is evident within the goods, that is a result of faulty manufacturing Isle of Eden Ltd will replace the goods. If the goods are no longer in stock a credit will be offered.
If any fault in the goods is deemed to be from misuse, wear and tear, tampering or not following care instructions no refund or replacement will be offered.
17. No sale by description or sample
Unless otherwise expressly agreed in writing, Isle of Eden Ltd does not warrant that the goods conform to any specific description or sample. Isle of Eden Ltd reserves the right to alter or remove its product dimensions, drawings, specifications, designs, materials, components, packaging, promotional material, construction methods and/or offers included with purchase. Isle of Eden Ltd may do so without notice. Any such alterations shall not impose upon Isle of Eden Ltd an obligation to alter goods that it already delivered to the Purchaser.
Any description of the goods, whether given verbally or appearing in Isle of Eden Ltd sales literature, catalogues or otherwise, shall not constitute a sale
by description, unless Isle of Eden Ltd expressly agrees in writing that such description forms a condition of sale. An inspection by the Buyer of the goods, or a demonstration of the goods, shall not constitute a sale by sample. Unless otherwise expressly agreed in writing, it is not a condition of sale that the goods correspond precisely with the dimensions and specifications appearing in any product literature or with any sample that may have been shown or demonstrated to the Buyer. All samples remain the property of Isle of Eden Ltd, unless stated otherwise.
18. Personal property securities act 1999
18.1 Upon assessing to these terms and conditions of sale the Buyer acknowledges and agrees that:
- a) These terms and conditions of sale constitute a security agreement for the purposes of the PPSA; and
- b) A security interest is taken in all Goods previously supplied by Isle of Eden Ltd to the Buyer (if any) and all the Goods that will be supplied in the future by Isle of Eden Ltd to the Buyer during the continuance of the parties relationship,
- 2 The Buyer undertakes to:
- a) sign any further documents and/or provide any further information, such information to be complete, accurate and up-to-date in all respects, which Isle of Eden Ltd may reasonably require to register a financing statement or financing charge statement on the Personal Property Securities Register;
- b) not register a financing charge statement or a charge demand without the prior written consent of Isle of Eden Ltd;
- c) give Isle of Eden Ltd not less than fourteen (14) days prior written notice of any proposed change in the Buyer’s name and/or other change in the Buyer’s details (including but not limited to changes in the Buyer’s address, fax number, email or business practice) and
- d) immediately advise Isle of Eden Ltd of any material change in its business practices of selling the Goods which would result in a change in the nature of proceeds derived from such sales
- e) Isle of Eden Ltd and the Buyer agree that nothing in 114(1) (a), 133 and 134 of the PPSA shall apply to the Terms and Conditions of Sale.
- f) The Buyer waives its rights as a debtor under sections 116, 120(2), 121, 125, 126, 127, 129 and 132 of the PPSA
18.3 Unless otherwise agreed to in writing by Isle of Eden Ltd, the Buyer waives its right to receive a verification statement in accordance with section 148 of the PPSA.
19. Compliance with law
The Buyer must comply with all legislation relating to the usage and description of the merchandise.
20. Intellectual property
The content and design of all Isle of Eden Ltd. products and logos are copyright and belong to Isle of Eden Ltd. The Buyer may not use any intellectual property belonging to Isle of Eden Ltd. without written permission.
21. Privacy act considerations
All information given to Isle of Eden Ltd. by the buyer will only be used in a manner which complies with New Zealand Privacy Laws.
22. Governing law
New Zealand law and the decisions of its courts shall be the exclusive place of jurisdiction with respect to any question or controversy that may arise hereunder from disputes or transactions with Isle of Eden Ltd.
If any provision contained in these Conditions of Sale is held by a court to be unlawful, invalid or unenforceable, the validity and enforce-ability of the remaining provisions are not affected.